(1) The Panel may, in accordance with section 31BA, -

1. require any person to produce for inspection any document kept by that person:
2. if necessary, require any person to reproduce, or assist in reproducing, in usable form, information recorded in that document:
3. inspect and make records of that document:
4. for the purpose of making records of that document, take possession of that document, or any article or thing that the Panel reasonably requires to make a record of that document, and remove the document, article, or thing from the premises where it is kept for the period of time that is reasonable in the circumstances.

(2) Documents may be required under this section either specifically,
generally, or by class, nature, content, or effect.

(1) The Panel may, in accordance with sections 31BA and 31BB, request or approve the Registrar, or any other person authorised by the Panel or Registrar, to carry out an inspection by doing any of the things in section 31A(1).

(2) A request or approval under subsection (1) may relate to a particular case, or a class or classes of cases, specified by the Panel.

(3) The fact that the Registrar, or any person authorised by the Panel or Registrar, does, or attempts to do, any of the things in section 31A(1) is sufficient evidence that that inspection has been requested or approved by the Panel unless there is evidence to the contrary.

(4) This section applies despite section 73 of the Crown Entities Act 2004.

The Panel may only carry out an inspection under section 31A, or request or approve the Registrar or any other person under section 31B to carry out an inspection, if -

1. the inspection is for the purposes of -
   1. this Act:
   2. complying with the request of an overseas regulator under section 31P or otherwise co-operating with an overseas regulator; and
2. the Panel first considers, along with any other relevant matters, any matters relating to the necessity or expediency of carrying out an inspection (for example, whether it is practicable to obtain the information from other sources or by other means in the time available).

(1) The Panel or Registrar must not authorise a person to carry out an inspection under section 31A unless the Panel or Registrar is satisfied that the person is suitably qualified or trained, or the person is a member of a class of persons who are suitably qualified or trained, to carry out an inspection.

(2) A person authorised by the Panel or Registrar to carry out an inspection under section 31A must, if requested at the time of carrying out the inspection, produce evidence of that person's authority to carry out the inspection.

(1) On the direction of the Panel or Registrar, a person who has made an inspection under section 31A must give all records and disclose all information acquired in the course of the inspection to any person specified by the Panel or Registrar for the purposes of -

1. this Act, the Securities Act 1978, the Securities Markets Act 1988, or any of the Acts listed in the First Schedule of the Securities Act 1978:
2. detecting and prosecuting offences against any other Act, but, in this case, those records and information are not admissible in any criminal proceedings against the person from whom the records or information were acquired or any person to whom the records or information relate:
3. assisting the Panel to comply with the request of an overseas regulator under section 31P or otherwise co-operate with an overseas regulator.

(2) The Minister may, by written notice, require the Panel or Registrar to give a direction under subsection (1), and the Panel or Registrar must comply with that requirement.

(2A) Section 115 of the Crown Entities Act 2004 does not apply to that requirement.

(3) The Panel may, by written notice, require the Registrar to give a direction under subsection (1), and the Registrar must comply with that requirement.

(4) This section is subject to section 31X of this Act and to section 69N of the Securities Act 1978.

Sections 31A, 31B, and 31C do not limit any power that the Panel, Registrar, or any other person has under the Companies Act 1993 or any other enactment.

A person must not communicate to any other person any information acquired in the course of an inspection under section 31A except -

1. In accordance with section 31C; or
2. For the purposes of this Act, the Securities Act 1978, the Securities
   Markets Act 1988, or any of the Acts listed in the First Schedule of the
   Securities Act 1978; or
3. In accordance with the Official Information Act 1982 or the Privacy Act
   1993; or
4. In the course of any criminal proceedings (but subject to the limitation
   in section 31C(1)(b)).

Section 33B applies to information and documents provided under section 31A.

Without limiting any other statutory protection from liability, no person is liable for any act done or omitted to be done by the person in the performance or intended performance of the person's powers under section 31A, section 31C, or section 31E unless the person acts in bad faith.

(1) Every person commits an offence who -

1. refuses or fails, without reasonable excuse, to produce any document for inspection, or reproduce or assist in reproducing, in usable form, information recorded in that document, when required to do so under section 31A; or
2. wilfully resists or obstructs, or deceives or attempts to deceive, the Panel or Registrar, or any person authorised by the Panel or Registrar, in carrying out an inspection under section 31A; or
3. is not the Panel, the Registrar, or a person authorised by the Panel or Registrar to carry out an inspection under section 31A and who wilfully communicates to any other person information acquired in the course of an inspection under that section; or
4. wilfully contravenes section 31E.

(2) Every person who commits an offence against subsection (1) is liable on summary conviction to a fine not exceeding $300,000 and, if the offence is a continuing one, to a further fine not exceeding $10,000 for every day or part of a day during which the offence is continued.

A person who is aggrieved by an act or decision of the Panel or Registrar, or of any person authorised by the Panel or Registrar, under any of sections 31A to 31C may appeal against the act or decision to the Court.

An appeal under section 31G must be made -

1. Within 21 days of the date on which the person was notified of the act, decision, or refusal; or
2. Within any longer time allowed by the Court.

While any appeal made under section 31G is pending, -

1. The Panel or Registrar, or any person authorised by the Panel or Registrar, may continue to exercise the powers under any of sections 31A to 31C as if no appeal had been made; and
2. No person is excused from fulfilling his or her obligations under any of those sections by reason of the appeal; and
3. Information that is obtained as a result of an inspection to which the appeal relates is not admissible as evidence in any criminal proceedings against the person to whom the information relates.

The Court must determine the appeal by either dismissing the appeal or giving such directions or making such determination in the matter as it thinks fit.

To the extent that an appeal in respect of an act or decision of the Panel or Registrar, or any person authorised by the Panel or Registrar, under any of sections 31A to 31C is allowed or granted -

1. The Panel or Registrar must ensure that, as soon as practicable after the decision on the appeal is given, all records made by the Panel or Registrar, or by a person authorised by the Panel or Registrar, under section 31A(1)(c) in respect of the act or decision are destroyed; and
2. No information acquired under paragraph (a) or paragraph (b) of section 31A(1) in respect of the act or decision is admissible in evidence in any proceedings.

(1) The Panel may receive evidence through a member, officer, or employee of the Panel, or any 2 or more of them.

(2) However, if a person who is summoned to give evidence under section 31N requests that the evidence be received at a meeting of the Panel, then-

1. subsection (1) does not apply, and the evidence must be received at a meeting of the Panel; and
2. the meeting must not be held by a method under clause 8(b) of Schedule 5 of the Crown Entities Act 2004 except with the consent of the person summoned.

The Panel may receive in evidence, whether admissible in a court of law or not, any statement, document, information, or matter that,-

1. in the opinion of the person receiving it, may assist the Panel in dealing effectively with any matter before it; or
2. the Panel may receive under section 31P.

(1) The Panel may receive evidence-

1. given on oath:
2. given not on oath:
3. if the person receiving the evidence permits it, given by a written statement:
4. if the person receiving the evidence thinks it is appropriate, given by a written statement verified on oath:
5. given by audio-visual communication, if the Panel and the person giving the evidence agree.

(2) A member, officer, or an employee of the Panel may administer an oath for the purpose of a person giving evidence on oath.

(1) A member of the Panel may issue a summons to a person requiring that person to appear (in the case of a body corporate, to appear by its authorised representative) before the Panel, or a member, officer, or employee of the Panel, in relation to any matter before the Panel and to do any of the following things:

1. give evidence:
2. give evidence under oath:
3. provide any documents or information that are in the person's possession or control and that are relevant to the matter.

(2) The summons must be in writing, be signed by a member of the Panel, and state -

1. the date and time when, and the place where, the person must attend; and
2. the documents or information that the person is required to provide (either generally, specifically, or by class, nature, content, or effect); and
3. the person's right to request that the person give evidence at a meeting of the Panel; and
4. the penalty for failing to attend under section 44.

(3) A summons may be served,-

1. in the case of a natural person, by delivering it personally to the person summoned or by leaving it at his or her usual place of residence or business at least 24 hours before his or her attendance is required:
2. in the case of a body corporate, by leaving it at the body corporate's usual place of business at least 24 hours before its attendance is required.

(1) If a person has appeared as a witness (whether summoned or not), the Panel may, if it thinks fit, order any sum to be paid to that witness for his or her expenses.

(2) That sum must not exceed the amount that would be payable to the witness if his or her attendance had been as a witness for the Crown in a criminal case in accordance with regulations for the time being in force for the payment of witnesses for the Crown in criminal cases.

(1) An overseas regulator may request the Panel to inquire into any matter related to the functions of that overseas regulator.

(2) The Panel may obtain information, documents, or evidence that, in the Panel's opinion, is likely to assist the Panel in complying with that request by -

1. exercising its powers of inspection under this Part:
2. exercising its powers to receive evidence and summon witnesses under this Part.

(3) The Panel may transmit the information, documents, or evidence obtained by it to the overseas regulator in the manner that the Panel thinks fit.

(1) The Panel may comply with a request under section 31P only if the Panel is satisfied that -

1. compliance will not substantially affect the performance of its other functions; and
2. it is appropriate to do so after taking into account any matters the Panel thinks relevant; and
3. the Minister has given his or her approval for the Panel to comply with the request.

(2) The Minister's approval may relate to a particular request, or a class or classes of requests, specified by the Minister.

(3) The matters the Panel may take into account under subsection (1) include, without limitation, -

1. whether the Panel is likely to be able to obtain the requested information, documents, or evidence:
2. the cost to the Panel of complying with the request:
3. whether the overseas regulator could more conveniently have the request satisfied from another source:
4. the extent to which the functions of the overseas regulator correspond with the functions of the Panel:
5. whether the overseas regulator would be likely to comply with a similar request made by the Panel and whether any arrangement with the overseas regulator to that effect exists:
6. whether, in the Panel's opinion, it would be more appropriate for the request to be dealt with under the Mutual Assistance in Criminal Matters Act 1992.

(1) The Panel may impose any conditions in relation to providing information, documents, or evidence to an overseas regulator (whether in compliance with a request of an overseas regulator or otherwise).

(2) Those conditions may include, without limitation, conditions relating
to -

1. maintaining the confidentiality of anything provided (in particular, information that is personal information within the meaning of the Privacy Act 1993):
2. the storing of, use of, or access to anything provided:
3. the copying, returning, or disposing of copies of documents provided:
4. payment of the costs incurred by the Panel in providing anything or in generally complying with a request.

The Panel must not provide any information, evidence, or documents obtained from a person by a summons under section 31N to an overseas regulator (whether in compliance with the request of an overseas regulator or otherwise) unless the Panel has received in writing an undertaking by the overseas regulator to the effect that the information, evidence, or documents -

1. will not be used by the overseas regulator as evidence in criminal proceedings against the person (other than a proceeding in respect of the falsity of the person's testimony); and
2. to the extent to which it is within the ability of the overseas regulator to ensure, will not be used by any other person, authority, or agency as evidence in proceedings of that kind.

(1) The Panel may accept a written undertaking given by, or on behalf of, a person in connection with a matter in relation to which the Panel is exercising any of its powers or performing any of its functions under this Act or any other Act.

(2) The person may withdraw or vary the undertaking with the consent of the Panel.

(1) If the Panel considers that a person who has given an undertaking under section 31T has breached a term of that undertaking, the Panel may apply to the Court for an order under subsection (2).

(2) The Court may make any of the following orders if it is satisfied that the person has breached a term of the undertaking:

1. an order directing the person to comply with that term:
2. an order directing the person to pay to the Crown an amount not exceeding the amount of any financial benefit that the person has obtained directly or indirectly and that is reasonably attributable to the breach:
3. any order that the Court thinks appropriate directing the person to compensate any other person who has suffered loss, injury, or damage as a result of the breach:
4. an order for any consequential relief that the Court thinks appropriate.

(1) At any meeting of the Panel held for the purposes of section 32, the Panel must allow to be heard and represented any person who applies to the Panel for leave to be heard and represented and who is a person to whom notice of a meeting of the Panel is given under section 32(1).

(2) Subject to subsection (1), at any meeting of the Panel held for the purposes of this Act, the Panel must allow to be heard and represented any person who applies to the Panel for leave to be heard and represented and who, in the opinion of the Panel, is a person who ought to be heard or whose appearance or representation will assist the Panel in its consideration of the matter before it.

(3) Every meeting of the Panel or of a division of the Panel that is held for the purposes of section 31X or section 32 must be attended by at least 1 person -

1. who is a barrister, a solicitor, or a barrister and solicitor of the High Court of New Zealand of not less than 7 years' practice; or
2. who -
   1. is enrolled as a barrister, as a solicitor, as a barrister and solicitor, or as a legal practitioner of the High Court of Australia, of any federal court of Australia, or of the Supreme Court of any State or Territory of Australia; and
   2. has not less than 7 years' practice.

The Panel may decide whether to hold any meeting or any part of a meeting in public or in private.

(1) The Panel may, on its own initiative or on the application of any person, make an order prohibiting -

1. the publication or communication of any information, document, or evidence that is provided or obtained in connection with any inquiry or other proceedings of the Panel:
2. the giving of evidence involving any such information, document, or evidence.

(2) The Panel may make the order on the terms and conditions (if any) that it thinks fit.

(3) An order under subsection (1) may be expressed to have effect from the commencement of any inquiry or other proceedings of the Panel to the end of that inquiry or proceedings.

(4) At the end of the inquiry or proceedings, the Official Information Act 1982 applies to any information or document or evidence that was the subject of the order.

(1) The Panel may at any time, if it considers that a person may not have acted or may not be acting or may intend not to act in compliance with the takeovers code, after giving that person such written notice of the meeting as the Panel considers appropriate in the circumstances, but in no case exceeding 7 days, hold a meeting for the purpose of determining whether to exercise its powers under this section.

(2) Where the Panel gives a notice under subsection (1) of this section, it may make a temporary restraining order that is expressed to expire with the close of the second day after the date for which the meeting was convened.

(3) Following the meeting specified in subsection (1) of this section, the Panel may make a determination -

1. That it is satisfied that the person has acted or is acting or intends to act in compliance with the takeovers code; or
2. That it is not satisfied that the person has acted or is acting or intends to act in compliance with the takeovers code.

3A. If the Panel makes a determination under subsection (3), the Panel must, as soon as reasonably practicable, give written notice of its reasons for the determination to the person the determination concerns.

(4) Where the Panel makes a determination on reasonable grounds under subsection (3)(b) of this section, the Panel may, at any time before the close of the second day after the date for which the meeting was convened, -

1. Make a temporary restraining order (relating to the non-compliance with the takeovers code) that is expressed to expire with the close of such day as shall be specified in the order, not being a day that is later than 21 days after the date on which the temporary restraining order is made:
2. Make an order continuing any temporary restraining order (relating to the non-compliance with the takeovers code) made under subsection (2) of this section until the close of such day as may be specified in the order, not being a day that is later than 21 days after the date on which the temporary restraining order is made.
3. make a permanent compliance order (relating to the non-compliance with the takeovers code):
4. if it makes any order under this subsection, also make an order extending, for a reasonable time, the period for which a takeover offer must remain open.

(4A) If the Panel makes an order under this section, the Panel-

1. must immediately give written notice to the person to whom the order is directed of the terms and conditions of the order; and
2. must, as soon as is reasonably practicable, also give that person written notice of the reasons for the order; and
3. may also give notice to any other person of those matters.

(5) An order made under this section may be made on any terms and conditions that the Panel thinks fit.

(6) The Panel may vary the order in the same way as it may be made under this section.

(7) The Panel may revoke the order or suspend the order on the terms and conditions it thinks fit.

For the purposes of section 32 of this Act, a temporary restraining order is an order for one or more of the following -

1. Restraining a person from acquiring securities in the specified company concerned or any interest in or rights relating to such securities:
2. Restraining a person from disposing of securities in the specified company concerned or any interest in or rights relating to such securities:
3. Restraining a person from exercising the right to vote attaching to securities in the specified company concerned or any other right relating to such securities:
4. restraining a person from taking any action (including from making any statement or distributing any document) that is or that may reasonably be expected to constitute a contravention of the takeovers code (see section 2(2) for the definition of contravention of the takeovers code):
5. Directing the specified company concerned not to make any payments in respect of any securities:
6. Directing the specified company concerned not to register the transfer or transmission of any securities:
7. Directing the specified company concerned not to issue or allot securities to any person:
8. For the purpose of securing compliance with any such order, an order directing a person to do or refrain from doing a specified act.

For the purposes of section 32, a permanent compliance order is an order for one or more of the following:

1. prohibiting or restricting a person from making any statement or distributing any document that is or that may reasonably be expected to constitute a contravention of the takeovers code (see section 2(2) for the definition of contravention of the takeovers code):
2. directing a person to disclose in accordance with the order information for the purpose of securing compliance with the takeovers code:
3. directing a person to publish, at the person's own expense, in the manner and at the times specified in the order corrective statements that are specified in, or are to be determined in accordance with, the order:
4. for the purpose of securing compliance with any of those orders, an order directing a person to do or refrain from doing a specified act.

(1) Every person has the same privileges in relation to providing information and documents to, and answering questions before, the Panel, a member, officer, or employee of the Panel, or a person authorised by the Panel under section 31B, as witnesses have in proceedings before a court.

(2) Every person appearing as counsel before the Panel, or a member, officer, or employee of the Panel, has the same privileges as counsel have in proceedings before a court.

(3) Every person has the same privileges in relation to providing information and documents to the Registrar, or a person authorised by the Registrar under section 31B, as witnesses have in proceedings before a court.

(4) This section is subject to section 33B.

No person is excused from answering any question or providing any information or document under this Act on the ground that to do so would or might incriminate or tend to incriminate that person.

(1) A self-incriminating statement made orally by a person summoned under section 31N (whether or not the statement is recorded in writing) in the course of answering any question before, or providing any information or document to, the Panel, or a member, officer, or employee of the Panel,-

1. subject to paragraph (b), is not admissible in-
   1. criminal proceedings against that person; or
   2. proceedings under this Act, the Securities Act 1978, or the Securities Markets Act 1988 for a pecuniary penalty order against that person; but
2. is admissible against that person in any proceeding in respect of the falsity of the person's testimony, for example, in a prosecution for perjury or for an offence under section 44(1).

(2) In addition,-

1. a refusal or failure to answer a question or provide information or a document or comply with any other requirement may be used in evidence against that person in proceedings for an offence under section 44(1) arising from that refusal or failure; and
2. the answering of a question in a way that is false, deceptive, or misleading or the providing of information or a document that is false, deceptive, or misleading may be used in evidence against that person in proceedings for an offence under section 44(1) arising from that act.

(1) No court or other person may require a member, an officer, or an employee of the Panel, any delegate of the Panel, any expert appointed by the Panel, or any other person present at a meeting of the Panel to -

1. give evidence in court or in any proceedings of a judicial nature of anything coming to his or her knowledge in connection with the operations of the Panel;
   or
2. make discovery of a document or produce a document for inspection in court or in any proceedings of a judicial nature if the document was provided or obtained in connection with the operations of the Panel.

(2) Subsection (1) does not apply to -

1. proceedings in respect of the falsity of any testimony; or
2. proceedings to which the panel is a party; or
3. proceedings in respect of-
   1. an offence against section 78 or section 78A(I) or section 105 or section 105A or section 105B of the Crimes Act 1961; or
   2. the offence of conspiring to commit an offence against section 78 or section 78A(1) or section 105 or section 105A or section 105B of the Crimes Act 1961; or
   3. the offence of attempting to commit an offence against section 78 or section 78A(1) or section 105 or section 105A or section 105B of the Crimes Act 1961.

(3) This section does not limit the application of the Official Information Act 1982.